Effective Date: Upon first publication and acceptance following counsel approval | Last Updated: October 19, 2026
These Terms of Service (the “Terms”) are an agreement between Breeze Estimating AI, LLC, an Ohio limited liability company (“Breeze,” “Breeze.Ai,” “we,” “us” or “our”), and the business or organization that signs up for or uses our services (“Customer” or “you”). They govern your use of Breeze.Ai, also offered as Breeze Estimating.Ai, at breezeestimating.ai, along with our mobile app and related services.
PLEASE READ SECTIONS 8 (AI OUTPUT), 16 (DISCLAIMERS), 18 (LIMITATION OF LIABILITY) AND 21 (DISPUTE RESOLUTION) CAREFULLY. THEY LIMIT OUR RESPONSIBILITY AND AFFECT HOW DISPUTES ARE RESOLVED.
1.1 How you agree. You accept these Terms when you check the box or click the button that says you agree (for example, “I agree to the Terms of Service”) while creating an account, starting a subscription, redeeming a promotion or signing an Order Form that refers to these Terms. You also accept them by using the Service. If you do not agree, do not use the Service.
1.2 Authority. If you accept on behalf of a company, you confirm that you have authority to bind that company. In that case, “you” and “Customer” mean the company. If you do not have that authority, do not accept these Terms.
1.4 Records. We maintain an electronic record of affirmative acceptance, including the user/account identifier, acceptance time, Terms version, and, where collected, IP address or device data. Acceptance requires an unchecked checkbox or equivalent affirmative action beside a conspicuous link to these Terms. Continued use alone does not replace affirmative acceptance where law requires it.
1.4 Records. We keep a record of each acceptance, including the date, the time, the version of these Terms and the account that accepted.
1.5 Order of precedence. The agreement between you and Breeze consists of these Terms, any Order Form, the Data Processing Addendum (if it applies) and the policies referenced here. If they conflict, the order of priority is: (a) a signed Order Form, but only for the specific deal terms it states; (b) the Data Processing Addendum, for the processing of personal data; (c) these Terms; and (d) policies referenced in these Terms.
“Service” means Breeze’s hosted estimating and takeoff software, the Breeze mobile app, our APIs, documentation, and any updates we provide.
“Order Form” means an online checkout, a quote, or a signed order that lists your plan, seats, term and fees.
“Authorized User” means an individual whom you allow to use the Service under your account, such as an employee or contractor. Authorized Users include Crew Users.
“Crew User” means an Authorized User who uses the mobile app in the field, with access limited to that role.
“Seat” means a subscription for one named Authorized User.
“Customer Data” means all data and content that you or your Authorized Users submit to the Service. This includes plans, drawings, specifications, legends, symbols, historical estimates, bids, PDFs, pricing, labor rates, project details, field photos and notes. It also includes Historical Materials.
“Historical Materials” means the past project files you upload, usually during onboarding, so that we can set up and tune the Service for you. Examples are prior estimates, plan sets, drawings, legends, bid documents and similar records.
“Output” means the takeoffs, quantities, counts, measurements, estimates, pricing suggestions, reports and other results that the Service generates for you.
“De-identified Data” means data derived from Customer Data that has been processed as described in Section 7.5. After that processing, it does not identify you, your Authorized Users, your customers, project owners, project locations or specific projects, and it cannot reasonably be linked back to them.
“Breeze Model” means the machine-learning models, weights, parameters, rules, symbol libraries and related technology that Breeze uses to run and improve the Service.
“Subprocessor” means a third party that processes Customer Data on Breeze’s behalf to help provide the Service, such as a cloud hosting provider or a payment processor.
3.1 Access. If you follow these Terms and pay the applicable fees, Breeze grants you a non-exclusive, non-transferable, non-sublicensable right for the subscription term to let your Authorized Users access and use the Service for your internal business purposes. You may not sublicense this right.
| Plan | Per estimating seat / month | Features |
|---|---|---|
| Basic | $150 | Field Management |
| Growth | $300 | Project Management |
| Platinum | $500 | AI Takeoff / Estimating |
| Enterprise | Per Order Form | Volume and Negotiated Features |
3.2 Plans. We offer the plans below. Each is priced per Seat per month unless an Order Form says otherwise:
3.3 Plan features. The features included in each plan are described on our pricing page or in your Order Form. AI Takeoff is available only to Platinum subscribers and to Enterprise subscribers whose Order Form includes it. Prices listed here are current as of the Last Updated date. Section 11.5 explains how prices can change.
3.4 Changes to the Service. We regularly improve the Service. We may add, change or retire features. If we remove a material feature of your plan in a way that significantly reduces the Service during a paid term, we will notify you. If that happens, you may cancel and receive a pro-rated refund of prepaid fees for the unused part of the term.
3.5 Beta features. We may offer features labeled beta, preview or early access. You may choose whether to use them. They are provided “as is.” They may change or be discontinued, and they are excluded from any service-level commitments.
3.6 Support. We provide support through info@breezeestimating.ai and (614) 512-1635 during the support hours published within the Service. No uptime percentage or service-level credit applies unless expressly stated in an Enterprise Order Form.
4.1 Account information. You agree to provide accurate registration and billing information and to keep it up to date.
4.2 One person per Seat. Each Seat belongs to one named individual. You may not share Seat log-ins or credentials, and you may not let more than one person use the same Seat, whether at the same time or by taking turns. You may reassign a Seat permanently, for example when an employee leaves. You may not reassign Seats in a way designed to avoid buying more Seats.
4.3 Administrators. You will appoint at least one administrator. Administrators can add and remove users, assign roles and manage billing. Anything an administrator does is treated as something you did.
4.4 Security of credentials. You are responsible for securing your log-in credentials and Authorized Users. Notify us promptly of suspected unauthorized account access at info@breezeestimating.ai (subject line: Security). Use multifactor authentication where available.
4.5 Responsibility for users. You are responsible for your Authorized Users’ compliance with these Terms. Any breach by an Authorized User is treated as a breach by you.
4.6 Seat audits. We may review usage data to confirm that Seats are not being shared. If we find shared or excess use, we may charge for the additional Seats at your current rate from the date the excess use began. We may also take the other steps described in Section 13.
5.1 What the app does. The Breeze mobile app lets field crews view assigned work and record progress, photos, notes and field quantities. It also lets them sync that information with your estimating workspace.
5.2 Crew Users. Crew Users have administrator-defined, limited mobile access. Each Crew User requires an individual account and a Crew User subscription priced as displayed at checkout or stated in the Order Form; these roles are not automatically charged as full estimating Seats. Crew User subscriptions may not be shared. Breeze will disclose applicable pricing before adding a billable Crew User.
5.3 Devices and connectivity. You are responsible for the devices, operating systems and data plans your crews use. You are also responsible for following your own workplace device policies. The app may store some data on the device so it can work offline, and that data syncs when a connection is available. If a device is lost or stolen, remove its access promptly.
5.4 App stores. If you download the mobile app from Apple App Store or Google Play: (a) these Terms are solely between you and Breeze, not the store; (b) Breeze alone is responsible for the app and its content, maintenance, support and claims, including product-liability and intellectual-property claims, to the extent applicable; (c) any store operator has no obligation to provide support or warranties except as applicable law or store rules require; (d) your app license is non-transferable and subject to applicable store usage rules, including permitted use on devices you own or control; (e) you must comply with applicable wireless, third-party and store terms; and (f) Apple and its subsidiaries are third-party beneficiaries of these app-specific provisions and may enforce them. Breeze contact details appear in Section 23.
5.5 Location and device permissions. The app may ask for permission to use the camera, photos, storage or location in order to provide features such as tagged job-site photos. Your crews can manage these permissions in their device settings. Our Privacy Policy explains how we handle this information.
5.6 Safety. The app is not designed to be used while driving or operating equipment, or in any situation where it could distract a worker from safe work practices. Site safety and compliance with OSHA and similar rules are entirely your responsibility.
You will not, and will not allow anyone else to:
We may investigate suspected violations of this Section and take reasonable steps in response, including the steps described in Section 13.
7.1 Why we ask for Historical Materials. During onboarding, and at any time afterward, you may upload Historical Materials. These include past estimates, bid documents, plan sets, drawings, specifications, symbol legends and similar files. We use them to set up the Service for your company. For example, we learn your symbols, assemblies, labor units, pricing structure and preferred output formats. We also use them to improve the accuracy of our evaluations, as described in this Section.
7.2 You own your data. As between you and Breeze, you own all rights in your Customer Data, including your Historical Materials and the Output generated from your data. These Terms do not transfer ownership of any Customer Data to Breeze. We claim only the limited license described in Section 7.4.
7.3 Your data is your Confidential Information. All Customer Data is your Confidential Information. This includes your Historical Materials, pricing, labor rates, bids, margins, customer and owner names, project names and locations, and plans and drawings. We will not disclose your Customer Data, or make it available, to any other Breeze customer or any other third party. There are only two exceptions:
We will not sell your Customer Data. We will not use it to market to your customers or to project owners, and we will not use it to compete with you on bids.
7.4 License to provide the Service. You grant Breeze a worldwide, non-exclusive, royalty-free license, for the term of your subscription and any post-termination period described in Section 7.9, to host, copy, process, analyze, display and transmit your Customer Data. We may do so only as needed to (a) provide, support, secure and maintain the Service for you; (b) customize the Service for your account, including account-specific settings, symbol libraries, assemblies and models that only your account can use; (c) prevent or address technical, security or fraud problems; and (d) comply with the law.
7.5 Shared-model improvement through de-identified data. Unless you opt out under Section 7.6, you license Breeze to transform Customer Data, including Historical Materials, into De-identified Data and to use only that resulting data and aggregate statistical learnings to develop, evaluate and improve general Breeze Models. This permission is nonexclusive, worldwide, royalty-free and continues for De-identified Data already lawfully created during the subscription; it does not authorize disclosure of your original files. Before shared-model use, Breeze will apply documented, risk-based steps designed to remove direct identifiers, strip document metadata and title blocks where feasible, suppress or generalize project locations and owner identities, remove project-specific pricing identifiers, and test for reasonably foreseeable reidentification. Materials not adequately de-identified must not enter shared-model training. Breeze will not intentionally expose customer-specific bids, costs, margins or documents to other customers.
7.6 Shared-model training opt-out. Any paying Customer may opt out by submitting a request through its account administrator to info@breezeestimating.ai. The opt-out takes effect when Breeze confirms its activation, normally within 10 business days, and prevents new contributions of that Customer’s data to shared-model training from that point forward. It does not prevent account-specific processing needed for the Service or reverse model improvements already lawfully completed.
7.7 Separation and safeguards. Breeze will use reasonable technical and organizational measures designed to prevent another customer from retrieving your original documents or account-specific estimates, pricing, margins and project details. Such measures include logical account separation, controls on retrieval sources and testing for exposure of confidential information, as implemented in Breeze’s security program. No machine-learning system can guarantee that every output is unique or error-free. Report suspected disclosure to info@breezeestimating.ai (subject line: Security); we will investigate and mitigate confirmed issues.
7.8 Security and incident notification. Breeze will maintain reasonable administrative, technical and physical safeguards appropriate to the sensitivity of Customer Data and the Service, including access management, secure transmission, monitoring and incident response, as deployed and documented by Breeze. Breeze does not represent that it holds any certification unless it expressly identifies that certification in writing. If Breeze confirms unauthorized access to Customer Data, Breeze will notify the Customer without undue delay and will aim to do so within 72 hours after confirmation, unless law enforcement restrictions or other applicable law require a different timeline. This Section does not promise that every security event will be prevented.
7.9 Return, retention and deletion. During an active subscription, Customer may use generally available data-export tools. Following expiration or termination, Breeze will provide up to 30 days of export-only access, unless access poses a security or legal risk. Breeze will delete or irreversibly de-identify Customer Data in active systems within 90 days after the export period, and will expire residual backups within a further 180 days under its documented rotation schedule, except as legally required or reasonably necessary for disputes, tax, fraud prevention or security. Retained information remains protected. A written confirmation of completed deletion is available on request after applicable periods.
7.10 Limits of deletion. Removing source files and account-specific customizations does not necessarily undo lawful changes already incorporated into a shared statistical model. Model unlearning may not be technically feasible or reliable for every training contribution. An opt-out or deletion request therefore applies prospectively to newly used Customer Data, not to previously completed model training. This does not diminish Breeze’s continuing confidentiality and disclosure-prevention obligations.
7.11 Your responsibilities and rights in uploaded content. You confirm that you have the rights and permissions needed to upload your Customer Data and to grant the licenses in this Section. This includes permissions under your agreements with owners, general contractors, architects and engineers. You also confirm that your Customer Data will not include information that the law protects specially (such as Social Security numbers, health information or payment card numbers), except as the Service is designed to handle. If an upstream agreement prohibits the training use described in Section 7.5 for a particular file, you are responsible for leaving that file out or telling us before you upload it.
7.12 Usage data. Breeze may collect technical and usage data about how the Service is used, such as feature usage, performance and error logs. We may use this data to operate, secure and improve the Service. Usage data does not include the content of your Customer Data. We will not disclose usage data to third parties in a form that identifies you.
8.1 The Output is a starting point. The Service uses machine learning and automation to produce takeoffs, counts, measurements and estimates. These tools can make mistakes. For example, they can miss or double-count devices, misread scales, symbols or legends, misread revisions or addenda, or apply the wrong pricing. Breeze does not guarantee that any Output is accurate, complete or fit for any bid, contract or project.
8.2 You must verify before you bid. Before you rely on any Output, you are responsible for having qualified personnel review and verify all quantities, measurements, scope, labor units, material pricing, markups and totals. This applies whether you use the Output to submit a bid, sign a contract, order materials or schedule labor. You are also responsible for checking that the Output reflects the current plans, specifications, addenda and applicable codes. The Service is not a substitute for professional judgment, licensed engineering or code-compliance review.
8.3 Bid outcomes are your responsibility. All decisions about bids, pricing, contracts and projects are yours alone. Breeze is not responsible for whether you win or lose a bid, for the profit or loss on any project, or for change orders, underbids, overbids, cost overruns, back-charges, disputes with owners or GCs, or other consequences of relying on Output.
8.4 Market and pricing data. Material or labor pricing data that comes from distributors, indexes or other third parties is provided for convenience only. It may not reflect current or local prices.
9.1 Breeze IP. Breeze and its licensors own all rights in the Service, the Breeze Model, our software, designs, symbol libraries, templates, documentation and trademarks, including Breeze, Breeze.Ai and Breeze Estimating.Ai. They also own all improvements and derivative works of these, including improvements developed using De-identified Data. Your Customer Data and your Output are not Breeze IP (see Section 7.2). We reserve all rights that these Terms do not expressly grant to you.
9.2 Feedback. If you or your users send us suggestions, ideas or other feedback, we may use them freely, without paying you or owing you any obligation. Feedback does not include your Customer Data, and we will not identify you as its source without your permission.
9.3 Public references. Breeze may use your name or logo in public marketing materials only with your prior written consent. Breeze may identify you privately to its service providers as necessary to serve your account.
10.1 Integrations. The Service may connect with third-party products. Examples include accounting tools, cloud storage, supplier pricing feeds, project management software and Stripe for payments. Third parties provide these products under their own terms. Breeze does not control them and is not responsible for them.
10.2 Your instructions. When you turn on an integration, you are instructing Breeze to exchange Customer Data with that third party as the integration requires. Breeze is not responsible for how the third party handles that data.
10.3 Changes. A third party may change or discontinue its integration, or stop making it available to us. If that happens, we may change or remove the integration and will have no liability to you for doing so.
10.4 Subprocessors. Subprocessors are covered by Section 7 and the Data Processing Addendum, not by this Section 10.
11.1 Fees. You agree to pay the fees for your plan and Seat count as stated on our pricing page or in your Order Form. Unless stated otherwise, fees are in U.S. dollars and are charged per Seat.
11.2 Billing through Stripe. We bill monthly or annually, depending on the plan you choose, through our payment processor, Stripe. You authorize us, and Stripe for us, to charge your payment method on file for all fees at the start of each billing period. Your use of Stripe is also subject to Stripe’s terms. Breeze does not store your full card number. Enterprise customers may be invoiced, with payment due within 30 days, if the Order Form provides for invoicing.
11.3 Automatic renewal. Your subscription renews automatically for successive periods equal to the selected monthly or annual billing term unless you cancel before the next renewal date. At checkout, Breeze will disclose the recurring price, billing frequency, renewal and cancellation terms. Annual subscribers will receive an email renewal reminder at least 30 days before their renewal date, unless a longer statutory notice period applies.
11.4 Adding and removing Seats. If you add Seats during a billing period, we will charge for them on a pro-rated basis for the rest of that period. If you remove Seats, the reduction takes effect at the next renewal, and we do not give credits for the current period. Upgrades take effect right away and are charged on a pro-rated basis. Downgrades take effect at the next renewal.
11.5 Price changes. We may change our prices by giving at least 30 days’ notice before the change takes effect. A price change will not take effect until your next renewal. For annual plans, a price change does not apply until the next annual term.
11.6 Promotions and discounts. From time to time we may offer promotional codes, discounts, trials or other special offers. One example is the code NECA2026, which provides 30% off for the first 60 days. Each promotion is subject to the specific terms announced with it, such as eligibility, the discount amount, the duration and the expiration date. Unless the announcement says otherwise: (a) promotions apply only to new subscriptions; (b) promotions cannot be combined, transferred or exchanged for cash; (c) when the promotional period ends, regular pricing applies automatically, and your subscription continues and renews unless you cancel; and (d) we may end or change a promotion at any time, but the change will not affect promotional pricing that has already been applied to your account. We may refuse or reverse a promotion that was obtained through fraud or abuse, or redeemed by someone who was not eligible.
11.7 Taxes. Fees exclude applicable transaction taxes, which Breeze will collect and remit to the extent required by law based on the Customer’s billing/location details and the nature of the product. The Customer must provide a valid exemption certificate when claiming exemption. Breeze remains responsible for taxes imposed on its net income.
11.8 Late or failed payments. If a payment fails, we may retry the charge and notify you. If an amount is still unpaid 10 days after we notify you, we may suspend the Service under Section 13. Overdue amounts may accrue interest at 1.5% per month, or at the highest rate the law allows if that is lower. You are responsible for reasonable costs of collecting overdue amounts.
11.9 Billing disputes. If you believe a charge is wrong, tell us within 60 days of the charge at info@breezeestimating.ai. We will work with you in good faith to resolve it. Please contact us before filing a chargeback.
12.1 How to cancel. You can cancel auto-renewal at any time in your account billing settings or by emailing info@breezeestimating.ai. Cancellation takes effect at the end of your current billing period. You keep access until then.
12.2 Refunds and trials. Except for a refund expressly provided in these Terms, an Order Form, applicable law or a separately advertised trial offer, subscription fees are non-refundable, including unused Seats, partial periods and annual commitments cancelled early. A free trial, if offered, will identify its duration, required payment method, conversion date and cancellation procedure before it begins. Breeze does not offer a general money-back guarantee under these Terms.
12.3 Exceptions. We will refund prepaid fees, on a pro-rated basis, for any unused part of a paid term in the following cases: (a) we terminate for convenience under Section 19.3; (b) you terminate because we materially breached these Terms; or (c) you cancel under Section 3.4 or Section 22.
13.1 When we may suspend. We may suspend your account, or any Authorized User’s access, in whole or in part, if any of the following applies:
13.2 Notice and restoration. Where it is practical and lawful, we will give you notice in advance and a chance to fix the problem. If there is an urgent security or legal risk, we may suspend immediately. We will limit any suspension to what is reasonably necessary, and we will restore access promptly once the problem is fixed. Fees continue to accrue while the account is suspended, unless the suspension was caused by our own error.
14.1 Definition. “Confidential Information” means non-public information that one party (the “Discloser”) shares with the other party (the “Recipient”) and that is marked as confidential or that a reasonable person would understand to be confidential. Your Customer Data is always your Confidential Information. Non-public information about the Service, our pricing terms and the Breeze Model is Breeze’s Confidential Information.
14.2 Obligations. The Recipient will use the Discloser’s Confidential Information only to perform under these Terms or to exercise its rights under them. It will protect that information with at least reasonable care and will share it only with employees, contractors, advisers and Subprocessors who need to know it and who are bound by confidentiality obligations. For Customer Data, Section 7 also applies, and if Section 7 is more protective, Section 7 controls.
14.3 Exclusions. Except for Customer Data, Confidential Information does not include information that the Recipient can show (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew without any duty of confidentiality; (c) the Recipient received lawfully from a third party without restriction; or (d) the Recipient developed independently without using the Discloser’s information.
14.4 Duration. These obligations last for the term of the agreement and for 3 years after it ends. Customer Data and trade secrets remain protected for as long as they remain confidential or are held by the Recipient.
15.1 Privacy Policy and DPA. Our Privacy Policy, linked from the Service and website, describes personal information Breeze collects for its own business purposes. Our Data Processing Addendum (DPA), made available through the Service and incorporated by reference when published, governs processing of personal information within Customer Data on your behalf. Breeze will provide the current text and a downloadable copy on request. The parties must make these documents available before handling regulated Customer Data.
15.2 Roles. For personal information covered by the DPA, you act as the “controller” or “business” and Breeze acts as your “processor” or “service provider.” Breeze will process that information only on your documented instructions, which include these Terms and your use of the Service, and only as the DPA allows. For personal information covered by the Privacy Policy, Breeze is responsible for its own handling of the information.
15.3 Priority. The current published DPA is incorporated into these Terms by reference when available and applies automatically to covered Customer Data. In the event of a conflict about the processing of personal data, the DPA controls. The Privacy Policy does not expand Breeze’s rights to use Customer Data.
15.4 Subprocessors. Breeze will maintain a current list of subprocessors accessible through the Service or on written request. Where practicable, Breeze will provide at least 30 days’ advance notice of a material new subprocessor and provide a process to raise a reasonable written data-protection objection, as further described in the DPA.
15.5 Your notices to your people. You are responsible for giving any notices to, and getting any consents from, your Authorized Users, Crew Users and other individuals whose personal information you put into the Service. This includes notices about photos and location data collected through the mobile app.
15.6 Data location and geographic scope. Breeze intends the Service for business customers established in the United States or Canada, subject to applicable export and sanctions law. The locations and identities of hosting and support providers will be disclosed in the DPA or subprocessor register after confirmation. Customers may not upload personal data that requires international transfer terms or special processing not expressly supported in a signed Order Form and DPA.
16.1 Mutual. Each party represents that it is validly organized, that it has authority to enter into these Terms, and that it will comply with the laws that apply to its performance under them.
16.2 Breeze. During your paid subscription term, Breeze warrants that (a) the Service will perform materially as described in our documentation; and (b) we will not materially reduce the security of the Service. If Breeze breaches this warranty, your only remedy, and Breeze’s only obligation, is for us to use reasonable efforts to correct the problem. If we cannot correct it within 30 days after you notify us, either party may terminate the affected subscription, and we will refund prepaid fees for the unused part of the term. This warranty does not cover Output (see Section 8), beta features, free plans or trials, or problems caused by misuse, third-party services or Customer Data.
16.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT THE LAW ALLOWS, BREEZE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY. THIS INCLUDES WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTIES THAT ARISE FROM A COURSE OF DEALING OR TRADE USAGE. BREEZE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY OUTPUT, ESTIMATE OR TAKEOFF WILL BE ACCURATE, COMPLETE OR RESULT IN A SUCCESSFUL BID.
17.1 By Breeze. Breeze will defend you against any third-party claim alleging that the Service, as Breeze provides it, infringes or misappropriates that third party’s U.S. patent, copyright, trademark or trade secret. Breeze will also pay any damages finally awarded, or any settlement Breeze agrees to, on such a claim. If such a claim is made or appears likely, Breeze may (a) obtain the right for you to keep using the Service; (b) modify the Service so that it no longer infringes; or (c) if neither option is commercially reasonable, terminate the affected subscription and refund prepaid fees for the unused part of the term. Breeze has no obligation under this Section 17.1 for claims arising from: Customer Data; Output that you modify, or combine with items Breeze did not provide; third-party services; use that breaches these Terms; or a version of the Service that Breeze has offered to replace with a non-infringing version.
17.2 By Customer. You will defend Breeze and its members, managers, employees and agents against any third-party claim arising from: (a) your Customer Data, including a claim that you did not have the right to upload it or to grant the licenses in Section 7; (b) your bids, estimates, contracts, projects or work performed, including claims that relate to your reliance on Output; (c) your or your Authorized Users’ breach of Section 6; or (d) your violation of law. You will also pay any damages finally awarded, or any settlement you agree to, on such a claim.
17.3 Process. The party seeking defense must notify the other party promptly, give it sole control of the defense and settlement, and reasonably cooperate, at the defending party’s expense. A delay in giving notice reduces the defending party’s obligations only to the extent the delay causes it harm. The defending party may not settle a claim in a way that admits fault for, or imposes obligations (other than payment) on, the protected party without the protected party’s consent. That consent may not be unreasonably withheld. This Section 17 states each party’s only obligations, and the other party’s only remedy, for third-party claims of the kinds it covers.
18.1 Excluded damages. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BIDS OR CONTRACTS, LOSSES FROM UNDERBIDDING OR OVERBIDDING, COSTS OF PROCURING SUBSTITUTE SERVICES, OR LOSS OF DATA OR GOODWILL. THIS APPLIES EVEN IF THE PARTY WAS ADVISED THAT THESE DAMAGES WERE POSSIBLE.
18.2 Cap. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES YOU PAID OR OWED TO BREEZE IN THE 12 MONTHS BEFORE THE EVENT THAT FIRST GAVE RISE TO LIABILITY. This cap applies to all claims combined, under any legal theory, including contract, tort (including negligence) and strict liability.
18.3 Exceptions and higher cap. The limit in Section 18.2 does not apply to Customer’s unpaid fees, either party’s fraud or willful misconduct, or Customer’s unauthorized use or misappropriation of Breeze intellectual property. For a party’s breach of Sections 7 or 14, its aggregate liability is limited to the greater of (i) two times fees paid or payable in the 12 months before the event giving rise to liability and (ii) $10,000. Other defense or indemnity obligations in Section 17 remain within the ordinary Section 18.2 cap except to the extent a claim is otherwise excluded by this Section. Applicable law may prohibit particular limits.
18.4 Basis of the bargain. You and Breeze agree that these limits reflect a reasonable allocation of risk and that Breeze’s pricing depends on them.
19.1 Term. These Terms start when you first accept them. They continue until all subscriptions under your account have ended or been terminated. Each subscription runs for the billing period shown in your Order Form and renews as described in Section 11.3.
19.2 Termination for breach or insolvency. Either party may terminate these Terms by written notice if (a) the other party materially breaches them and does not cure the breach within 30 days after receiving notice; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy proceedings that are not dismissed within 60 days. Breeze may terminate immediately on notice for serious or repeated violations of Section 6.
19.3 Termination for convenience. You may stop your subscription from renewing as described in Section 12. Breeze may terminate a subscription for convenience by giving at least 60 days’ notice and refunding prepaid fees for the unused part of the term.
19.4 Effect of termination. When these Terms end: (a) all rights to access the Service end, except for the export window in Section 7.9; (b) you must pay all fees owed through the effective date of termination; and (c) each party will return or destroy the other party’s Confidential Information, subject to Section 7.9 and to any retention the law requires.
19.5 Survival. The following Sections survive the end of these Terms: Sections 2, 7.2, 7.3, 7.5, 7.7 and 7.9 to 7.12, and Sections 8, 9, 11 (for amounts owed), 14, 16.3, 17, 18, 19.4, 19.5 and 20 to 24.
These Terms are governed by the laws of the State of Ohio and applicable federal law of the United States. Ohio’s conflict-of-laws rules do not apply. Subject to Section 21, the state and federal courts located in Franklin County, Ohio have exclusive jurisdiction and venue over any dispute arising out of or relating to these Terms or the Service, and each party consents to that jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Either party may seek an injunction or other temporary relief in any court that has jurisdiction to protect its intellectual property or Confidential Information.
21.1 Informal resolution. A party first gives written notice of the dispute and the decision-makers will attempt good-faith resolution for 30 days, unless urgent injunctive relief is needed.
21.2 Court forum. Unresolved disputes are subject to the exclusive forum in Section 20.
21.3 If negotiation fails, either party may file a claim in the state or federal courts having jurisdiction in Franklin County, Ohio, subject to Section 20. Mediation may occur only if the parties agree in writing, and each will pay half the mediator fees unless they agree otherwise.
21.4 Jury and representative-action waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY WAIVES TRIAL BY JURY IN A DISPUTE RELATING TO THESE TERMS. EACH PARTY WILL BRING CLAIMS ONLY IN ITS OWN CAPACITY AND NOT AS A CLASS OR REPRESENTATIVE PLAINTIFF OR MEMBER, EXCEPT WHERE THIS WAIVER IS UNENFORCEABLE.
We may update these Terms from time to time. If we make a material change, we will notify you at least 30 days before it takes effect, by email to your account administrators or by a notice in the Service. Changes that are not material, such as clarifications, or changes the law requires, may take effect when they are posted. If you have an annual subscription, a material change takes effect when your current term renews, unless you agree to it earlier or the law requires it sooner. If you object to a material change, you may cancel before it takes effect. In that case, we will refund prepaid fees for the unused part of your term. If you keep using the Service after a change takes effect, you accept the updated Terms. We will not change Section 7 in a way that reduces the protection of Customer Data you have already uploaded unless you agree in writing. Changes to a signed Order Form require a written amendment signed by both parties.
23.1 Notices to you. We may send notices to the email addresses of your account administrators, or post them in the Service. A notice sent by email is effective when sent.
23.2 Notices to Breeze. Send legal notices to info@breezeestimating.ai with the subject line “Legal Notice,” and by certified mail or recognized courier to Breeze Estimating AI LLC, Attn: Legal, 5605 Westerville Rd, Westerville, Ohio 43081. Notices are effective upon actual receipt. General inquiries: info@breezeestimating.ai or (614) 512-1635.
24.1 Entire agreement. These Terms, together with the Order Forms, the DPA and the referenced policies, are the entire agreement between the parties on this subject. They replace all earlier discussions and agreements. Terms in your purchase orders or vendor forms do not apply, even if Breeze accepts the order.
24.2 Assignment. Neither party may assign these Terms without the other party’s written consent. Either party may, however, assign them without consent to a successor in a merger, acquisition or sale of all or substantially all of the business or assets involved, as long as the successor agrees to be bound. Any attempted assignment that breaks this rule is void.
24.3 Force majeure. Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control. Examples include natural disasters, utility or internet outages, outages at a cloud provider, labor disputes, government action, war and cyberattacks that reasonable security would not have prevented. This Section does not excuse payment obligations.
24.4 Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, employment or agency relationship.
24.5 No third-party beneficiaries. No one other than the parties has rights under these Terms, except as stated in Section 5.4.
24.6 Severability and waiver. If a court finds any provision unenforceable, that provision will be changed only as much as needed to make it enforceable, and the rest of these Terms stay in effect. A party’s failure to enforce a provision is not a waiver of that provision.
24.7 Export and geographic restrictions. Customer will comply with U.S. export controls and economic sanctions. Use is limited to authorized businesses in the United States and Canada unless Breeze consents in an Order Form. The Service may not be used by sanctioned persons, in embargoed locations or in violation of export law.
24.8 Government users. The Service is commercial computer software. If a U.S. government agency uses it, the agency receives only the rights described in these Terms.
24.9 Electronic communications and signatures. You agree to receive communications electronically. You also agree that clicking to accept and electronic signatures have the same effect as a handwritten signature.
24.10 Headings and interpretation. Headings are included for convenience only. “Including” means “including without limitation.”
Breeze.Ai LLC | 5605 Westerville Rd, Westerville, Ohio 43081 | info@breezeestimating.ai | (614) 512-1635 | breezeestimating.ai
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